Carrier Packet Contents

Transcription

1 Carrier Packet Contents Attention: New Carrier I. II. III. IV. V. Broker-Carrier Agreement TIA Certificate Operating Authority Certificate Of Liability Insurance W9 Form Important Contacts: Operations Manager: Mike Hopes X 116 Accounts Manager: Mac White X 105 Accounts Payables/Receivables: Austin Warner X 131 Billing Inquires: Neetz Bector x 153 Accounts address: accounting@alg.us.com Please fax back signed agreement and Credit application to or it to concerned person. Thank You

2 BROKER - CARRIER AGREEMENT This Agreement (hereinafter the Agreement ) is entered into this day of 20 by and between AMERICAN LOGISTICS GROUP, INC. 68 S SERVICE RD 100, MELVILLE, NY (hereinafter BROKER ), a registered property broker, License # MC B and, a registered motor carrier, permit/certificate #: (hereinafter CARRIER ) ("Registered" means operated under authority issued by the Federal Motor Carrier Safety Administration (or its predecessors) within the U.S. Department of Transportation). 1. RECITALS: A. BROKER is a licensed transportation broker that arranges for the inter-provincial, interstate and intrastate transportation of freight for Shippers/Customers. B. CARRIER is authorized to operate in inter-provincial, interstate and intrastate commerce and is qualified, competent, available and desirous of performing transportation of freight arranged by BROKER. 2. TERM: A. The term of this agreement shall be months and shall automatically renew for successive month periods; provided, however, this agreement may be canceled at any time by giving Five (5) days notice in writing. 3. CARRIER REPRESENTS AND WARRANTS THAT IT: A. Is a Registered Motor Carrier of Property authorized to provide transportation of property under contracts with shippers, receivers and/or brokers of general commodities. Carrier further represents and warrants that it does not have a conditional or unsatisfactory rating issued form the U.S. Department of Transportation and further agrees to comply with all State, Federal and local laws regarding the provision of transportation under this Agreement. Carrier will notify BROKER, in writing, immediately, if its safety rating is changed to Unsatisfactory or Conditional. B. Shall transport the property contemplated within this Agreement, under its own operating authority and subject to the terms of this Agreement; C. Makes the representations herein for the purpose of inducing BROKER to enter into this Agreement. D. CARRIER shall transport all shipments provided under this agreement without delay, and all occurrences which would be probable or certain to cause delay shall be immediately communicated to BROKER by CARRIER. This Agreement does not grant CARRIER an exclusive right to perform the transport related services for BROKER or its customer. E. Agrees that a Shipper s insertion of BROKER s name as the carrier on a Bill of Lading shall be for the Shipper s convenience only and shall not change BROKER s status as a property broker nor CARRIER s status as a motor carrier. 1 Carrier s Initials

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6 federal taxes, assignments, insurance, including but not limited to: workers compensation, unemployment compensation, disability, pension and social security insurance and any other financial obligation arising out the transportation hereunder. B. CARRIER will not supply equipment that has been used to transport hazardous wastes, solid or liquid, regardless of whether they meet the definition in 40 C.F.R et. seq. CARRIER agrees that all shipments will be transported and delivered with reasonable dispatch, or as otherwise agreed in writing. C. CARRIER agrees to pay a 250 penalty if it is not able to pick up the load after signing the Rate & Load Confirmation, for any reason unless agreed upon in writing. D. BILLS OF LADING/RECEIPTS: E. (i) For each shipment, CARRIER shall sign a Uniform (standard) Bill of Lading, produced by shipper/customer or CARRIER in compliance with 49 C.F.R (and any amendments thereto), for the property it receives for transportation under this Agreement and CARRIER shall cause such Bill of Lading and all receipts to be signed by consignee at the destination specified by BROKER. Unless otherwise agreed in writing, CARRIER shall become fully responsible/liable for the freight when it takes/receives possession thereof, and the trailer(s) is loaded, regardless of whether a bill of lading has been issued, and/or signed, and/or delivered to CARRIER, and which responsibility/liability shall continue until delivery of the shipment to the consignee and the consignee signs the bill of lading or delivery receipt. Any terms of the bill of lading (including but not limited to payment and credit terms, released rates or released value) inconsistent with the terms of this Agreement shall be ineffective. Failure to issue a bill of lading, or sign a bill of lading acknowledging receipt of the cargo, by CARRIER, shall not affect the liability of CARRIER. Carrier shall notify BROKER immediately for any exception made on the Bill of Lading or delivery receipt. (ii) CARRIER agrees that it is responsible to inspect all Bills of Lading for weight specifications. It is CARRIER S obligation to notify BROKER of any anticipated overweight, overdimension, brace, block and balancing weight issues and all other load related issues and should make immediate protest prior to transporting the load. Once carrier takes possession of the load, it will be responsible for all charges/fines/penalties/claims and will indemnify, defend and hold BROKER harmless regarding the same. LOSS & DAMAGE CLAIMS: (i) CARRIER shall comply with 49 C.F.R et seq. and any amendments and/or any other applicable regulations adopted by the Federal Motor Carrier Safety Administration, U.S. Department of Transportation, or any applicable state regulatory agency, for processing all loss and damage claims and salvage; and CARRIER agrees to waive all rights to any salvage claims; (ii) CARRIER s liability for any cargo damage, loss, or theft from any cause shall be determined under the Carmack Amendment, 49 U.S.C CARRIER shall have the sole and exclusive care, custody and control of the Customers property from the time it is delivered to CARRIER for 5 Carrier s Initials

7 transportation until delivery to the consignee accompanied by the appropriate Bill of Lading and/or receipts and (iii) CARRIER shall pay to BROKER or allow BROKER to deduct from amount BROKER owes CARRIER the customer/shipper s full actual loss, whether related to a current invoice or prior invoice, for the kind and quantity of commodities so lost, delayed, damaged or destroyed. Payments by CARRIER to BROKER S customer should be made within 30 days following receipt by CARRIER of BROKER S customer s invoice and supporting documentation regarding the claim. In the event of delayed delivery, CARRIER must pay delay charges as per the customer request. (iv) Special Damages: CARRIER s indemnification liability (Par 4.H) for freight loss and damage claims under this subparagraph E (ii) shall include legal fees which shall constitute special damages, the risk of which is expressly assumed by CARRIER, and which shall not be limited by any liability of CARRIER under E. Subp. (ii) above. (v) Except as otherwise documented in this Agreement, neither Party shall be liable to the other for consequential damages without prior written notification of the risk of loss and its approximate financial amount, and agreement to assume such responsibility in writing. (vi) Notwithstanding the terms of 49 CFR 370.9,CARRIER shall pay, decline or make settlement offer in writing on all cargo loss or damage claims within ten days of receipt of the claim. Failure of CARRIER to pay, decline or offer settlement within this ten day period shall be deemed admission by CARRIER of full liability for the amount claimed and a material breach of this Agreement. (vii) CARRIER s liability for cargo damage, loss, or theft from any cause for any one shipment, under Subparagraph E. (ii) as per Carmack Amendment. (viii) CARRIER shall not withhold documentation related to shipment transaction and agrees to provide the same within three business days of delivery. CARRIER automatically assigns to BROKER all its rights to collect freight charges from Shipper or any responsible third party on receipt of payment of its freight charges from BROKER. CARRIER further agrees that upon request within three business days it shall provide a written assignment of claim rights to BROKER. F. INSURANCE: (i). CARRIER shall furnish BROKER with Certificate(s) of Insurance, or insurance policies providing thirty (30) days advance written notice of cancellation or termination, and unless otherwise agreed, subject to the following minimum limits: General liability 1,000,000.00; motor vehicle including auto liability (including hired and non-owned vehicles) 1,000,000.00, (5,000,000 if transporting hazardous materials including environmental damages due to release or discharge of hazardous substances); cargo damage/loss, 100,000.00; workers compensation with limits required by law. Except for the higher coverage limits which may be specified above, the insurance policies shall comply with minimum requirements of the Federal Motor Carrier Safety Administration and any other applicable regulatory state agency. Nothing in this Agreement shall be construed to avoid or limit CARRIER s liability due to any exclusion or deductible in any insurance policy. CARRIER certifies that the cargo picked up by Carrier is not within exceptions or restrictions list of its insurance policies. 6 Carrier s Initials

8 Despite any exclusion or restriction to the insurance policies, CARRIER remains subject to liability as a common carrier under the Carmack Amendment. By signing this agreement, Carrier and the principal of Carrier company and/or signatories agree to be personally liable for any deficiencies in the CARRIER S insurance policies. Carrier also agrees to provide a list of exceptions immediately, upon request. (ii). CARRIER assumes full responsibility and liability for payment of the following items: All applicable federal, state, and local payroll taxes, taxes for unemployment insurance, old age pensions, workers compensation, social security, with respect to persons engaged in the performance of its transportation services hereunder. BROKER shall not be liable for any of the payroll-related tax obligations specified above and CARRIER shall indemnify, defend, and hold BROKER harmless from any claim or liability imposed or asserted against BROKER for any such obligations. 6. MISCELLANEOUS: A. INDEPENDENT CONTRACTOR: It is understood and agreed that the relationship between BROKER and CARRIER is that of independent contractor. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, employer/employee relationship between the Parties. CARRIER shall provide the sole supervision and shall have exclusive control over the operations of its employees, contractors, subcontractors, agents, as well as all vehicles and equipment used to perform its transportation services hereunder. BROKER has no right to discipline or direct the performance of any driver and/or employees, contractors, subcontractors, or agents of CARRIER. CARRIER represents and agrees that at no time and for no purpose shall it represent to any party that it is anything other than an independent contractor in its relationship to BROKER. B. NON-EXCLUSIVE AGREEMENT: CARRIER and BROKER acknowledge and agree that this contract does not bind the respective Parties to exclusive services to each other. Either party may enter into similar agreements with other carriers, brokers, or freight forwarders. C. WAIVER OF PROVISIONS: (i). Failure of either Party to enforce a breach or waiver of any provision or term of this Agreement shall not be deemed to constitute a waiver of any subsequent failure or breach, and shall not affect or limit the right of either Party to thereafter enforce such a term or provision. (ii). This Agreement is for specified services pursuant to 49 U.S.C (b). To the extent that terms and conditions herein are inconsistent with Part (b), Subtitle IV, of Title 49 U.S.C. (ICC Termination Act of 1995), the Parties expressly waive any or all rights and remedies they may have under the Act. (iii). Any and all terms identified on BROKERs website (the Website ) related to broker-carrier agreements are hereby incorporated by reference into this agreement. Any discrepancies between Website and this agreement, the Website will control. D. DISPUTES: In the event of a dispute arising out of this Agreement, including but not limited to Federal or State statutory claims, this agreement will be construed in accordance with the Laws of New York State and it is agreed that all litigation arising hereunder will venue in the State of New York in the Counties of Nassau and/or Suffolk. 7 Carrier s Initials

9 E. NO BACK SOLICITATION: (i) Unless otherwise agreed in writing, CARRIER shall not knowingly solicit freight shipments (or accept shipments) for a period of 15 month(s) following termination of this agreement for any reason, from any shipper, consignor, consignee, or other customer of BROKER, when such shipments of shipper customers were first tendered to CARRIER by BROKER. (ii) In addition to Confidential Information protected by law, statutory or otherwise, the Parties agree that all of their financial information and that of their customers, including but not limited to freight and brokerage rates, amounts received for brokerage services, amounts of freight charges collected, freight volume requirements, as well as personal customer information, customer shipping or other logistics requirements shared or learned between the Parties and their customers, shall be treated as Confidential, and shall not be disclosed or used for any reason without prior written consent. (iii) In the event of violation of this Confidentiality paragraph, the Parties agree that the remedy at law, including monetary damages, may be inadequate and that the Parties shall be entitled, in addition to any other remedy they may have, to an injunction restraining the violating Party from further violation of this Agreement in which case the prevailing Party shall be liable for all costs and expenses incurred, including but not limited to reasonable attorney s fees. (iv) The limitations of liability for cargo loss and damage as well as other liabilities, arising out of the transportation of shipments, which originate outside the United States of America, may be subject to the laws of the country of origination. F. MODIFICATION OF AGREEMENT: This Agreement, and all Documents including but not limited Rate and Load Confirmation, may not be amended, except by mutual written agreement. G. NOTICES: (i) All notices provided or required by this Agreement, shall be made in writing and delivered, return receipt requested, to the addresses shown herein with postage prepaid; or by confirmed (electronically acknowledged on paper) fax, or by with electronic receipt. (ii) The Parties shall promptly notify each other of any claim that is asserted against either of them by anyone arising out of the Parties performance of this Agreement. (iii) Notices sent as required hereunder, to the addresses shown in this Agreement shall be deemed sent to the correct address, unless the Parties are notified in writing of any changes in address. H. SEVERANCE: SURVIVAL: In the event any of the terms of this Agreement are determined to be invalid or unenforceable, no other terms shall be affected and the unaffected terms shall remain valid and enforceable as written. The representations, rights and obligations of the parties hereunder shall survive termination of this Agreement for any reason. I. COUNTERPARTS: This Agreement may be executed in any number of counterparts each of which shall be deemed to be a duplicate original hereof. 8 Carrier s Initials

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14 DATE (MM/DD/YY) CERTIFICATE OF INSURANCE PRODUCER Integro Insurance Brokers Two Financial Center, 60 South St., Suite 800 Boston, MA Contact: Adam Green, Phone: , Fax: INSURED COMPANIES AFFORDING COVERAGE COMPANY Seneca Insurance Company A COMPANY B American Logistics Group P.O. Box 4 Syosset New York, NY /23/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Beazley Marine Insurance Syndicate 2623/623 COMPANY C COMPANY D COVERAGES THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR ADDL INSD TYPE OF INSURANCE SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YY) POLICY EXP (MM/DD/YY) GENERAL LIABILITY X A MED. EXPENSE (Any one person) 2,000,000 1,000,000 1,000,000 1,000, ,000 5,000 COMBINED SINGLE LIMIT 1,000,000 BODILY INJURY (Per person) BODILY INJURY (Per accident) GENERAL AGGREGATE COMMERCIAL GENERAL LIABILITY CLAIMS MADE LIMITS X OCCUR. CMP OWNER S & CONTRACTOR S PROT 11/27/ /27/2017 PRODUCTS - COMP/OP AGG. PERSONAL & ADV. INJURY EACH OCCURRENCE DAMAGE TO RENTED PREMISES AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS A X X CMP HIRED AUTOS 11/27/2016 NON-OWNED AUTOS GARAGE LIABILITY 11/27/2017 PROPERTY DAMAGE AUTO ONLY EA ACCIDENT OTHER THAN AUTO ONLY: ANY AUTO EACH ACCIDENT AGGREGATE EACH OCCURRENCE EXCESS LIABILITY UMBRELLA FORM AGGREGATE OTHER THAN UMBRELLA FORM WC STATUTORY LIMITS WORKER S COMPENSATIONAND EMPLOYER S LIABILITY EACH ACCIDENT INCL DISEASE-POLICY LIMIT EXCL DISEASE-EACH EMPLOYEE N/A THE PROPRIETOR/ PARTNERS/EXECUTIVE OFFICERS ARE: OTHER Limit: 250,000 Aggregate ERRORS & OMISSIONS B OTH ER CONTINGENT CARGO CONTINGENT AUTO LIABILITY W PNVE 11/27/ /27/2017 Limit: 250,000 Occurrence Limit: 1,000,000 Aggregate DESCRIPTIONS OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL American Logistics Group P.O. Box 4 Syosset New York, NY ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES. AUTHORIZED REPRESENTATIVE

15 W-9 Give Form to the requester. Do not send to the IRS. Request for Taxpayer Identification Number and Certification Form (Rev. August 2013) Department of the Treasury Internal Revenue Service Name (as shown on your income tax return) Print or type See Specific Instructions on page 2. AMERICAN LOGISTICS GROUP, INC. Business name/disregarded entity name, if different from above Exemptions (see instructions): Check appropriate box for federal tax classification: Individual/sole proprietor C Corporation S Corporation Partnership Trust/estate Exempt payee code (if any) Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) Other (see instructions) Address (number, street, and apt. or suite no.) Exemption from FATCA reporting code (if any) Requester s name and address (optional) 68 S SERVICE RD 100 City, state, and ZIP code MELVILLE, NY List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the Name line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Social security number Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Employer identification number 2 0 Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Sign Here Signature of U.S. person Date General Instructions 11/22/2016 withholding tax on foreign partners share of effectively connected income, and Section references are to the Internal Revenue Code unless otherwise noted. 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) will be posted on that page. Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester s form if it is substantially similar to this Form W-9. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, payments made to you in settlement of payment card and third party network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: An individual who is a U.S. citizen or U.S. resident alien, A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, An estate (other than a foreign estate), or A domestic trust (as defined in Regulations section ). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. Cat. No X Form W-9 (Rev )